Exhibit 10.40


                             CO-MARKETING AGREEMENT

This Agreement is made as of this 1st day of September 1999 ("Effective  Date"),
by and between  Educational Video  Conferencing,  Inc., a Delaware  corporation,
having  offices at 35 East Grassy Sprain Road,  Yonkers,  New York ("EVC"),  and
Bell Atlantic Network Services Inc., a Delaware  corporation,  having offices at
1320 North Court House Road, Arlington, Virginia 22201 ("Bell Atlantic").

WHEREAS, EVC offers educational video conferencing services;

WHEREAS,  EVC desires (i) to pay Bell Atlantic a sales  commission to sell EVC's
products, and (ii) to pay Bell Atlantic a referral fee for sales referred to EVC
by Bell Atlantic,

NOW,  THEREFORE,  in  consideration  of the mutual  covenants herein the parties
agree as follows:

1.    Definitions

A.    "Add-On  Sale"  means  the  provision  of  additional  Services,   for  an
additional fee, to an End User, who is already party to a Sale or EVC Sale.

B.    "Affiliate"  means an entity that owns,  directly or  indirectly,  greater
than fifty percent (50%) voting interest in a party ("Parent"), or any entity in
which a party or its Parent owns,  directly or indirectly,  at least twenty-five
percent (25%) voting interest.

C.    "Bell  Atlantic  Region"  means  any and all of the  areas in  which  Bell
Atlantic or any Affiliate provides local telephone service.

D.    "CPE"  means any and all of the  equipment  listed on  Schedule 4, and any
associated software or installation services.

E.    "Direct  Sale"  means  a sale of the  Services  in  which a Bell  Atlantic
salesperson or sales agent actively  participates in negotiating and closing the
sale  with  the  assistance  of EVC  during  the  first  twelve  months  of this
Agreeement.

F.    "End-User" means a person or entity that purchases the Service pursuant to
a Direct Sale, Referral, Add-On Sale or EVC Sale.

G.    "End User Contract" means an agreement  signed between EVC and an End User
for the Service.

H.    "EVC Sale" means EVC's provision of the Service to and End User where such
sale was stimulated by a co-marketing or advertising  funded in whole or in part
by Bell Atlantic and does not qualify as a Sale.

I.    "Monthly  Service Revenue" means,  with respect to each Sale,  Add-On Sale
and EVC Sale,  the total fees  collected from End Users for the Service during a
calendar  month,  excluding  amounts  attributable  to any taxes and  inter-LATA
transport.



                                     NOTICE
          Not for use or disclosure outside the Bell Atlantic Companies
                         except under written agreement.

                                       1
<PAGE>

J.    "Referral"  means a written notice from Bell Atlantic to EVC identifying a
prospective End User.

K.    "Sale" means EVC's  provision of the Service to an End User resulting from
a  Direct  Sale or  Referral;  provided  that a Sale  shall  not  include  EVC's
provision of the Service to any of the entities listed on Schedule 3.

L.    "Service" means the educational  video  conferencing  service described in
Schedule 1 and any modifications thereto during the term.

2.    Term and Termination

A.    This Agreement  shall become  effective as of the Effective Date and shall
continue in effect for three (3) years thereafter,  unless earlier terminated as
provided  herein.  The term will  automatically  extend an additional year (to a
total of four (4) years)  unless  either party  notifies the other of its intent
not to extend the  Agreement  within  ninety  days prior to the end of the first
year;  and the term  will  extend  another  year (to a total of five (5)  years)
unless either party notifies the other of its intent not to extend the Agreement
within ninety (90) days prior to the end of the second year.

B.    Either party may earlier terminate this Agreement for a material breach by
the other  party  that is not cured by the other  party  using its best  efforts
within a commercially reasonable time period, not to exceed sixty (60) days from
receipt of written notice of the breach. Such notice shall specifically identify
any and all breaches.

C.    Bell Atlantic may terminate this Agreement immediately in the event EVC is
subject  to a change  in  control,  by  merger,  acquisition,  consolidation  or
otherwise  whereby EVC becomes  owned or  affiliated  with a competitor  of Bell
Atlantic or any Bell Atlantic Affiliate.

D.    EVC  acknowledges  that Dr. Arol  Buntzman  and Dr.  John  McGrath are key
employees of EVC and their continued  employment by EVC is a material inducement
for Bell  Atlantic  in  entering  into this  Agreement.  EVC will  provide  Bell
Atlantic  with at least  six (6)  months  notice  prior to  either  one of these
individuals  leaving  the  employment  of  EVC  (other  than  separation  due to
disability and death) and will provide Bell Atlantic with a succession plan.

E.    All  obligations  of the parties  incurred  prior to the effective date of
termination  or expiration of this Agreement  shall survive such  termination or
expiration.

3.    Sales By Affiliates

Any Bell Atlantic  Affiliate may also make Direct Sales and Referrals under this
Agreement, and such Direct Sales and Referrals shall be deemed to have been made
by Bell Atlantic.


                                     NOTICE
          Not for use or disclosure outside the Bell Atlantic Companies
                         except under written agreement.

                                       2
<PAGE>

4.    Marketing

A.    Direct  Sales and  Referrals.  Bell  Atlantic  may make  Direct  Sales and
      ----------------------------
Referrals.  Bell  Atlantic  shall  assign  sales  support  personnel,  who  have
completed  training  courses  described  below, to work with other Bell Atlantic
sales  personnel and End Users to determine  and evaluate End User  requirements
for the Service.

B.    Promotion.  Bell  Atlantic may  distribute  EVC's  promotional  literature
      ---------
relating to the Service (EVC master  documents to be supplied  without charge by
EVC). EVC shall be responsible for ensuring that such  literature  complies with
all applicable laws,  rules and regulations.  Bell Atlantic shall bear all costs
associated  with  its  duplication  and  distribution  of EVC  literature.  Bell
Atlantic shall not make changes to the  literature  without the prior consent of
EVC, which shall not be  unreasonably  withheld.  Bell Atlantic may also develop
its own  promotional  literature  relating  to the  Service  at its own  expense
subject to EVC's consent, not to be unreasonably  withheld. EVC hereby grants to
Bell Atlantic and its Affiliates a non-exclusive and non-transferable  right and
license,  without  the right to grant  sublicenses  to any  party,  to use EVC's
trademarks  during the term of this  Agreement in connection  with the promotion
and advertising of the Services and the  solicitation of orders for the Services
in the Bell Atlantic  Region  provided that the EVC trademarks  shall be used by
Bell  Atlantic  in  accordance   with  EVC's   standards,   specifications   and
instructions. Bell Atlantic shall acquire no right, title or interest in the EVC
trademarks other than the foregoing limited license, and Bell Atlantic shall not
use any EVC trademarks,  or words, phrases or symbols confusingly similar to any
EVC trademarks,  as part of Bell Atlantic's  corporate or tradename  without the
prior written consent of EVC.

C.    EVC  Advertising.  EVC will provide Bell Atlantic with the  opportunity to
      ----------------
market Bell Atlantic products and services using EVC's marketing and advertising
that promote the Services. The parties will share the costs of such co-marketing
on a case-by-case  basis,  and in such event will share costs only to the extent
specifically agreed to in a writing signed by authorized representatives of each
party.

D.    Demonstrations.  Bell Atlantic may  demonstrate the Service to prospective
      --------------
End Users.  EVC shall provide  support for such  demonstrations  as set forth in
Section 5.

E.    Billing. EVC shall bill and collect for the Services, and shall remit fees
      -------
owed to Bell  Atlantic  pursuant  to Section  6;  provided,  however,  that Bell
Atlantic  will bill and  collect for the  Services  from End Users to the extent
Bell Atlantic and EVC execute a billing and collection therefor.

5.    EVC Support

A.    Areas for  Support.  EVC shall  provide the Services  throughout  the Bell
      ------------------
Atlantic Region.

B.    Sales.
      -----
      (i)   EVC shall use its best efforts to close Sales,  Add-On Sales and EVC
Sales.

      (ii)  EVC will provide notice of its acceptance or rejection of a Referral
within ten (10) days of receipt of the Referral.  EVC may reject a Referral only
if it specifically  marketed  (i.e., by direct customer  contact with a concrete
proposal,  and not through general  marketing



                                     NOTICE
          Not for use or disclosure outside the Bell Atlantic Companies
                         except under written agreement.



                                       3
<PAGE>
or advertising)  the Service to the End User being referred within the three (3)
months immediately preceding the date of the Referral.

      (iii) EVC  shall  execute  an End  User  Contract  for each  Direct  Sale,
accepted  Referral and EVC Sale, and shall provide the Service  pursuant to such
End User Contract,  except in cases where: EVC cannot provide the Service solely
due to a bona fide technical  incompatibility  and, as a result, EVC does not at
that point or within twelve (12) months thereafter, provide the Service directly
or indirectly to such End User.

       (iv) Bell  Atlantic  will  notify  EVC when it intends to pursue a Direct
Sale.  EVC will  participate in the  negotiation  and will attempt to close each
Direct Sale opportunity.

C.    Add-On  Sales.  Add-On Sales shall be qualified and accepted by EVC in the
      -------------
same manner in which Sales are processed.

D.    Ancillary  Services.  EVC shall at no additional charge refer all End User
      -------------------
requests for the purchase  and/or  installation  of CPE, and for the purchase of
telecommunications  services  that Bell  Atlantic or an  Affiliate is allowed to
offer by law,  exclusively  to Bell Atlantic or an Affiliate  that Bell Atlantic
may from time to time  designate.  Alternatively,  to the extent EVC  decides to
sell CPE or telecommunications  services directly to End Users, it will purchase
such CPE and  telecommunications  services  exclusively from Bell Atlantic or an
Affiliate that Bell Atlantic may  designate.  Bell Atlantic shall offer such CPE
and telecommunications services at competitive rates.

E.    Support.  EVC shall,  without charge to Bell Atlantic,  provide reasonable
      -------
amounts of technical and sales support to Bell Atlantic in connection  with Bell
Atlantic's  performance of this Agreement.  This support shall be related to the
Service,  and  not  the  telecommunications  services  or CPE  provided  by Bell
Atlantic or third parties. Reasonable technical support shall include, but shall
not be limited to, the  following:  (i)  providing a toll free number for use by
authorized Bell Atlantic  personnel to call EVC for information  relating to End
User requirements for the Service; (ii) responding by telephone within three (3)
business days to Bell Atlantic  inquiries  concerning End User  requirements for
the Service;  and (iii) providing Bell Atlantic with names and telephone numbers
of authorized  personnel who can respond to inquiries  about the Service and End
User requirements outside of normal business hours.

F.    Defective  Service  Complaints.  EVC  shall  immediately  report  to  Bell
      ------------------------------
Atlantic  any known  problems  with the Service  that might impact any EVC Sale,
Sale or Add-On Sale.

G.    Promotion and  Demonstration of Service.  EVC shall provide  customary and
      ---------------------------------------
standard  demonstration  facilities  for the  Service  and  related  and support
sufficient  to allow Bell  Atlantic to  demonstrate  the Service,  at convenient
locations, to prospective End Users.

H.    Help Desk. After the Service is installed,  the End User shall be provided
      ---------
with two (2)  contact  telephone  numbers,  one for Bell  Atlantic to handle all
issues  related  to  Bell  Atlantic  provided  network  transport,  hardware  or
communication  devices  at the End User  location  and one for EVC to handle all
Service  related  issues.  Each call shall be entered into a log book which will
track the issues  addressed,  (i.e.,  network or Service issue). If either party
receives a call for the other, it will immediately  refer such call to the other
party.  The parties  shall review the logs three (3) months after the  Effective
Date and  semi-annually  thereafter  to  determine  if



                                     NOTICE
          Not for use or disclosure outside the Bell Atlantic Companies
                         except under written agreement.



                                       4
<PAGE>
either party is receiving  calls not relating to its areas of  responsibilities.
If such is the case, the parties shall work together to resolve the problem.


I.    Training of Bell Atlantic  Personnel.  EVC shall,  within  forty-five (45)
      ------------------------------------
days from the Effective Date and without charge to Bell Atlantic, provide sales,
technical and installation  training sessions (similar to that provided to EVC's
own sales force) to Bell Atlantic  marketing  and technical  personnel who shall
then train other Bell Atlantic  personnel as necessary,  including Bell Atlantic
sales  personnel.  These  sessions  shall be provided at selected  Bell Atlantic
locations,  on dates and in a manner  mutually  convenient  to the parties,  and
shall  consist  of, but not be  limited  to, an  overview  of the  Service,  its
applications, configuration criteria, system design, installation procedures and
the information needed to qualify prospective End Users to purchase the Service.
Follow-up sessions shall be provided from time to time at dates agreed to by the
parties.   Bell  Atlantic  shall  have  the  right  to  reproduce  material  and
documentation  utilized in these sessions without limit,  provided said material
and documentation is utilized internally only.

J.    End User Training.  EVC will offer to End Users under a separate contract,
      -----------------
in a timely  manner and at prevailing  charges,  End User training in sufficient
detail, beyond introductory training, to fully familiarize the End User with all
capabilities of the Service. At the End User's option, such training classes may
be held at End User's location or at an EVC designated location.

6.    Compensation

A.    Calculation of Referral Fees. EVC shall pay Bell Atlantic the compensation
      ----------------------------
set  forth in  Schedule  2 for all  Sales,  Add-On  Sales  and EVC  Sales.  Bell
Atlantic's  right to  compensation  for Sales,  Add-On  Sales and EVC Sales made
prior  to  termination  or  expiration  of this  Agreement  shall  survive  such
termination  or expiration  and shall remain payable until the expiration of the
End User  Contract  for each End  User;  provided,  however,  that EVC shall not
terminate  prematurely  or  re-negotiate  such contracts with the intent to deny
Bell Atlantic compensation.

B.    Payment of Compensation and Reports.  EVC shall provide to Bell Atlantic a
      -----------------------------------
listing  of all End User  contracts  by the  fifteenth  (15th) day of each month
following the end of each calendar  quarter  during the time period in which EVC
is obligated to pay Bell Atlantic  compensation.  This listing shall include the
status of Direct Sales, Referrals and EVC Sales made during the previous quarter
as well as the status of previous  Direct Sales,  Referrals and EVC Sales (e.g.,
opportunity,   Referral   pending,   Referral   rejected,   Referral  added,  or
terminated),  End-User name and address,  acceptance date and contract price and
term. EVC shall pay Bell Atlantic  compensation  on the fifteenth  (15th) day of
the month following the end of a calendar  quarter based on the amount collected
from End Users in the preceding quarter. Payments shall be mailed by first-class
U.S. mail, postage prepaid, to an address specified from time to time in writing
by Bell Atlantic,  or  electronically  transferred if agreed to by both parties.
EVC shall  provide with such  payment a statement  (either as part of the report
referenced above or separately) itemizing the basis for the payment.

C.    Late Payment.  Failure by EVC to remit payments within the prescribed time
      ------------
limits may in Bell Atlantic's  sole discretion  result in a late charge equal to
the lower of one and  one-half



                                     NOTICE
          Not for use or disclosure outside the Bell Atlantic Companies
                         except under written agreement.

                                       5
<PAGE>
percent (1.5%) per month or the highest amount permitted by law for any fees not
paid within thirty (30) days of the applicable due date.

7.    Indemnities

A.    Intellectual Property. Except as specifically provided herein, no licenses
      ---------------------
to any patents, copyrights,  trademarks, trade secrets or any other intellectual
property, express or implied, are granted to either party under this Agreement.

B.    Service  Related  Liability.  EVC shall indemnify and defend Bell Atlantic
      ---------------------------
and its Affiliates from any liabilities,  lawsuits, penalties, claims or demands
(including  the  costs,  expenses  and  reasonable  attorney's  fees on  account
thereof)  that may be made by any  third  party  against  Bell  Atlantic  or any
Affiliate  relating to the  Service,  including,  without  limitation,  defects,
breach of warranties,  infringement of intellectual  property rights, or loss of
data.

C.    Other  Liability.  With respect to matters of liability not covered above,
      ----------------
Bell  Atlantic and EVC each agree to  indemnify  and defend the other party from
any liabilities,  lawsuits,  penalties,  claims or demands (including the costs,
expense and reasonable  attorney's fees on account  thereof) that may be made by
any third  party  arising  from the other  party's  negligent  or  intentionally
wrongful acts or omissions or violations of law or those of persons furnished by
that party, its agents or subcontractors.

D.    Defense and Settlement. A party seeking indemnification under this Section
      ----------------------
7  shall  promptly   notify  the  other  in  writing  of  the  claim  for  which
indemnification  is claimed,  and shall give the other party sole control of the
defense  and  settlement  of such claim.  The  indemnified  party shall  provide
reasonable cooperation in such defense and settlement.

8.    Representations And Warranties

A.    Authority.  Each party warrants to the other that it is duly authorized to
      ---------
execute perform this Agreement  according to its terms,  and that such execution
and performance is not in violation of any laws, rules or regulations applicable
to that  party.  Each  party  further  warrants  that  its  performance  of this
Agreement  shall at all times be  consistent,  and shall not violate,  any laws,
rules or regulations applicable to such party.

B.    Provision of Service.  EVC warrants that during the term the Service shall
      --------------------
conform to the  requirements  set forth in  Schedule  1.  Without  limiting  the
foregoing,  EVC shall use commercially  reasonable efforts to ensure the Service
is of high quality and is competitively priced.

C.    Disclaimer  of Certain  Warranties  by Bell  Atlantic.  BELL ATLANTIC WILL
      -----------------------------------------------------
PROVIDE  DIRECT  SALES  AND  REFERRALS  ON AN AS IS  BASIS,  AND  DISCLAIMS  ALL
WARRANTIES IN CONNECTION  WITH SUCH DIRECT SALES AND REFERRALS,  WHETHER EXPRESS
OR  IMPLIED,  INCLUDING,  BUT NOT  LIMITED TO,  WARRANTIES  OF  MERCHANTABILITY,
FITNESS FOR  PARTICULAR  PURPOSE,  ACCURACY,  COMPLETENESS  OR  OTHERWISE.  BELL
ATLANTIC  DOES NOT AND WILL NOT OFFER ANY WARRANTY OF ANY KIND TO AN END USER OR
OTHER PERSON OR ENTITY FOR THE SERVICE.  ANY WARRANTY OBLIGATION SET FORTH IN AN
END USER'S  AGREEMENT  WITH EVC WITH REGARD TO THE SERVICE  SHALL BE  UNDERTAKEN



                                     NOTICE
          Not for use or disclosure outside the Bell Atlantic Companies
                         except under written agreement.

                                       6
<PAGE>
SOLELY  BY EVC,  AND  EVC'S  AGREEMENT  WITH END USERS  SHALL  PROVIDE  THAT THE
WARRANTIES  COME  ONLY FROM  EVC.  BELL  ATLANTIC  MAKES NO  REPRESENTATIONS  OR
WARRANTIES TO EVC'S END USERS WITH REGARD TO THE  PERFORMANCE  OF THE SERVICE OR
ITS  CONFORMANCE  WITH  APPLICABLE  SPECIFICATIONS  OR  DOCUMENTATION.  ALL BELL
ATLANTIC  WARRANTIES  WHETHER WRITTEN,  ORAL,  EXPRESS,  OR IMPLIED,  INCLUDING,
WITHOUT   LIMITING   THE   GENERALITY   OF  THE   FOREGOING,   ANY  WARRANTY  OF
MERCHANTABILITY OR FITNESS AS TO A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.

9.    Limitation of Liability

Except for claims for which a party has  indemnified  the other and for payments
due or to become  due:  (i)  neither  party shall be liable to the other for any
consequential, indirect or special damages in any contract, tort or other action
relating to this  Agreement;  and (ii) a party's  liability  to the other in any
such action for damages not excluded under  subsection (i) shall be capped at an
amount equal to two hundred thousand dollars ($200,000).

10.   Notices

Any  notice,  report,  or other  communications  under this  Agreement  shall be
sufficient if sent to a party by United States  certified  mail,  return receipt
requested,  postage  prepaid,  addressed  as set forth below.  Notices  shall be
effective on receipt. The names and addresses set forth in this paragraph may be
changed at any time by notice sent in accordance with this paragraph.

To EVC:

Dr. John McGrath
President
Educational Video Conferencing, Inc.
35 Grassy Sprain Road
Yonkers, NY  10710

Except that all Direct Sale and Referral  forms shall be sent to the EVC contact
identified thereon.

To Bell Atlantic:

Director, Market Management
Bell Atlantic Network Services, Inc.
1095 Avenue of the Americas
New York, NY  10036

With a copy to:

Counsel, Business Marketing
Bell Atlantic Network Services, Inc.
1320 North Court House Road
8th Floor




                                     NOTICE
          Not for use or disclosure outside the Bell Atlantic Companies
                         except under written agreement.

                                       7
<PAGE>
Arlington, VA  22201

11.   Other Terms

A.    Choice of Law. The  construction,  interpretation,  and performance of the
      -------------
Agreement  shall be governed by and  construed in  accordance  with the domestic
laws of the state of New York.

B.    Publicity.  Neither party shall  disclose  this  Agreement or its contents
      ---------
(except as required by law), or issue any press release,  advertising,  or other
promotional material which uses the other party's name or marks, including,  but
not limited to either party's name or logo, to any third party without the prior
written  consent of the other party.  Before a party  discloses the Agreement or
its contents  under  requirement  of law, it shall  provide  notice to the other
party so that the other party may seek reasonable protective arrangements.

C.    Severability.  If any  provision  of this  Agreement  is held  invalid  or
      ------------
unenforceable by courts,  regulatory  agencies,  or other governmental bodies of
competent   jurisdiction,   such  holding   shall  not   invalidate   or  render
unenforceable  the entire  Agreement.  In the event of such holding,  the entire
Agreement  shall be construed to the extent  possible as if not  containing  the
particular invalid or unenforceable  provision,  and the rights,  remedies,  and
obligations of the parties shall be construed and enforced accordingly.

D.    Cumulative  Rights.  Except as otherwise set forth herein,  the rights and
      ------------------
remedies  of the  parties  set  forth  herein  are in  addition  to,  and not in
substitution  of,  any right or remedy  available  to the  parties  at law or in
equity.

E.    Nonexclusive  Market Rights. This Agreement does not grant either party an
      ---------------------------
exclusive  privilege to market with the other or any Affiliate any or all of the
Services  listed  herein and shall not be deemed to prevent  either party or any
Affiliate from marketing, promoting, selling, or endorsing services that are the
same or similar to the Service.

F.    Most  Favored  Treatment.  Notwithstanding  any other  provisions  of this
      ------------------------
Agreement,  the prices  offered by EVC to End Users shall be comparable to those
offered by EVC, either directly or indirectly, to other customers of the Service
who are located in the Bell Atlantic Region.

G.    Subcontracting.  Any subcontract for any portion of any work or obligation
      --------------
resulting  from, or in  conjunction  with,  this  Agreement by EVC must have the
prior written approval of Bell Atlantic.

H.    Records and Audit. EVC shall maintain complete and accurate records of all
      -----------------
amounts due and of payments made to Bell Atlantic  hereunder in accordance  with
generally accepted accounting practices. EVC shall retain all such records for a
period of three (3) years from the date of  expiration  or  termination  of this
Agreement. Bell Atlantic shall have the right, through its representatives,  and
at its own expense,  to make an  examination  and audit during  normal  business
hours,  of EVC's  records  and  accounts  as may,  under  recognized  accounting
practices,  contain  information  bearing upon the amount of fees payable  under
this  Agreement.  Prompt  adjustment  shall  be  made  by the  proper  party  to
compensate for any errors or omissions  disclosed by such  examination or audit.
Neither  such  right  to  examine  and  audit,




                                     NOTICE
          Not for use or disclosure outside the Bell Atlantic Companies
                         except under written agreement.

                                       8
<PAGE>
nor the right to receive such adjustment,  shall be affected by any statement to
the contrary, appearing on checks or otherwise, unless such statement appears in
a letter, executed by the party having such right and addressed and delivered to
the other party, expressly waiving such right.

I.    Force Majeure. Neither party shall be responsible for any delay or failure
      -------------
in  performance  of any part of this  Agreement to the extent that such delay or
failure is caused by fire, flood,  lightning,  explosion,  war, strike, embargo,
government  requirement,  civil  or  military  authority,  act of  God,  acts or
omissions of carriers, or other similar causes beyond its control ("Condition").
If any such Condition occurs,  the party delayed or unable to perform shall give
notice to the other party as soon as possible.

J.    Compliance  With Laws,  Ordinances,  Regulations  And Codes.  Both parties
      -----------------------------------------------------------
shall  comply  with all  applicable  federal,  state,  county  and  local  laws,
ordinances,  regulations and codes, including  identification and procurement of
required  permits,  certificates,  approvals,  and  inspections  in  performance
hereunder

K.    Special  Recognition.  Both parties expressly recognize that each party is
      --------------------
both a seller and reseller of services  and products and that nothing  agreed to
herein is intended to limit,  prohibit or restrict either party's  merchandising
activities  in any way except as  specified  herein.  EVC  recognizes  that Bell
Atlantic is  affiliated  with  communications  common  carriers  licensed by the
Federal Communications Commission. This Agreement may be subject to such changes
or modifications as any such regulatory body may from time to time direct in the
exercise of its jurisdiction.  In the event of a substantial change or deviation
from the state of facts or the degree of  regulation  from that  existing at the
time of the execution of this Agreement which materially  alters the obligations
of either party under this  Agreement,  the affected party shall have the option
to terminate any and all future  obligations  contemplated under this Agreement.
With respect to state and federal  regulatory  matters,  affecting a party, that
party's  determination  shall be definitive  and  conclusive  unless a competent
regulatory body issues a contrary determination based upon the facts at issue.

L.    Assignment.  Any assignment or delegation, in whole or in part, of work to
      ----------
be performed or of any other  interest,  right or obligation  hereunder  without
written consent, except an assignment confined solely to monies due or to become
due, and/or unless  otherwise  provided  herein,  shall be void. It is expressly
agreed  that  any  assignment  of  monies  shall be void to the  extent  that it
attempts to impose upon the party obligations to the assignee in addition to the
payment of such monies, or to preclude the appropriate party from dealing solely
and directly with the other party in all matters  pertaining  hereto,  including
the  negotiation of amendments or settlements of amounts due.  Neither party may
assign  this  Agreement   without  the  written  consent  of  the  other  party.
Notwithstanding  the  foregoing,  each party  shall have the  absolute  right to
assign this Agreement, in whole or in part, to any Affiliate.

M.    Independent  Contractor  Status.  This Agreement  shall not constitute the
      -------------------------------
creation of a legal  representative or agency relationship  between the parties,
nor shall either party have the right or authority to assume,  create,  or incur
any liability or obligation of any kind,  expressed or implied,  against,  or in
the name of, or in the  behalf  of the other  party.  Nothing  contained  in the
Agreement  shall  be  deemed  or  construed  as  creating  a  joint  venture  or
partnership  between the parties.  Neither party shall have the power to control
the activities and operations of any other party and their status is, and at all
times shall  continue to be, that of independent  contractors.  Each party shall
pay all  wages,  salaries  and other  amounts  due its  employees,



                                     NOTICE
          Not for use or disclosure outside the Bell Atlantic Companies
                         except under written agreement.

                                       9
<PAGE>

and shall be responsible for all  obligations  respecting them relating to FICA,
income  tax   withholdings,   unemployment   compensation   and  other   similar
responsibilities. In the event a party's independent status is denied or changed
and that party's employees are declared to be the other's employees with respect
to work  performed for it, to the extent  permitted by law, the employing  party
agrees to pay the other all taxes and  costs,  including  reasonable  attorneys'
fees,  as set forth  above,  which the other party may incur as a result of such
change  in  status.  Moreover,   solely  for  purposes  of  complying  with  the
Immigration  Reform and Control  Act of 1986 and its  regulations  (IRCA),  each
party  warrants and agrees to the other party that,  to the best of its ability,
it shall (i) not  assign any  individual  to perform  work  hereunder  who is an
unauthorized  alien  under  IRCA  and (ii)  immediately  remove  any such  alien
discovered to be unauthorized from such work and replace him/her with one who is
not an unauthorized alien.

N.    Publicity. Announcements regarding the series of transactions contemplated
      ---------
herein shall be made only with the prior written  consent of the parties hereto,
which consent shall not be unreasonably withheld. The parties shall maintain the
confidentiality of this Agreement and its terms.

O.    Confidentiality.  A  party  may  mark  as  "confidential"  information  it
      ---------------
discloses to the other in performing  this  Agreement that it desires to protect
against unrestricted disclosure or use. For a period of three (3) years from the
date of disclosure,  or, in the case of information pertaining to a specific End
User Contract, until the termination of such Contract, the receiving party shall
not disclose information so marked to third parties,  other than its consultants
or  attorneys  with a need to know.  The  obligations  herein shall not apply to
information, whether designated as confidential: (i) which is made public by the
disclosing party or which generally  becomes  available to the public other than
through  a  disclosure  by  the  receiving  party  or its  officers,  employees,
consultants or  representatives;  (ii) which is already in the possession of the
receiving party and not subject to an existing  obligation of confidence between
the  parties;  (iii) which is received on a  nonconfidential  basis from a third
party having authority to disclose such information  without  restriction;  (iv)
which is  independently  developed  by the  receiving  party as evidenced by its
records; or (v) which is required to be disclosed by law.

P.    Sale of EVC. If EVC decides to offer itself for sale, it will provide Bell
      -----------
Atlantic  with  notice  thereof  and  will  give  Bell  Atlantic  the  exclusive
opportunity  to negotiate to purchase EVC for a period of forty-five  (45) days,
provided  that  Bell  Atlantic  responds  to such  notice  within  ten (10) days
thereafter indicating its intent to pursue such negotiations. If the parties are
not able to reach  agreement  during that time period,  EVC may thereafter  seek
other  purchasers.  This  subsection  (P) shall not  obligate  Bell  Atlantic to
negotiate to purchase or to purchase EVC.

Q.    Telecommunications Services Purchase. On EVC's request, Bell Atlantic will
      ------------------------------------
negotiate  with  EVC  an  appropriate  and  mutually  acceptable   agreement  or
agreements for the sale by Bell Atlantic to EVC of intraLATA  telecommunications
services  at volume  and/or  term  discounts  similar  to those  offered by Bell
Atlantic to customers who are similarly situated to EVC.

R.    Entire Agreement. This Agreement and the attached Schedules constitute the
      ----------------
entire  agreement  between  the  parties  on the  subject  matter  hereof,  and,
supersede  all  prior  and  contemporaneous  agreements,   understandings,   and
representations  on the subject matter hereof.  This Agreement and the Schedules
may not be  modified  or  waived  except  by  written  agreement  signed by both
parties.




                                     NOTICE
          Not for use or disclosure outside the Bell Atlantic Companies
                         except under written agreement.

                                       10
<PAGE>

IN WITNESS WHEREOF, duly authorized representatives of each party have caused
this Agreement to be executed as of the day and year first above written

EDUCATIONAL VIDEO                  BELL ATLANTIC NETWORK
CONFERENCING, INC.                 SERVICES, INC.


/s/ Dr. John J. McGrath            /s/ William Talbot
-----------------------            --------------------------
(signature)                        (signature)


Dr. John J. McGrath                William Talbot
-----------------------            --------------------------
(printed name)                     (printed name)



President                          Director-Market Management
-----------------------            --------------------------
(title)                            (title)


September 1, 1999                  September 1, 1999
-----------------------            --------------------------
(date)                             (date)





                                     NOTICE
          Not for use or disclosure outside the Bell Atlantic Companies
                         except under written agreement.


                                       11
<PAGE>

                                                                      Schedule 1

                             DESCRIPTION OF SERVICE
                             ----------------------

The term "Service" includes any and all educational video conferencing  services
as described in EVC's then-current catalogue or developed on a customized basis.
Generally, these services allow two-way interactive video conferencing that make
it possible for users at remote  locations to see,  hear, and interact "live and
in real time" with an instructor and other students taking the same course.  The
participating students "attend class" at work, at community outreach centers, at
home, or at school, in conveniently located video-enabled rooms or via a desktop
or personal computer that has been specially equipped by EVC with an interactive
video  conferencing  system.   EVC's  offerings  include   undergraduate  degree
programs,  graduate  programs,  certificate  programs,   professional  seminars,
training programs,  language courses,  and other programs,  including SAT review
courses.





                                     NOTICE
          Not for use or disclosure outside the Bell Atlantic Companies
                         except under written agreement.


                                       12
<PAGE>

                                                                      Schedule 2

                               COMMISSION SCHEDULE


The fees due Bell  Atlantic  will be based on the  aggregate  quarterly  revenue
collected by EVC for Sales, Add-On Sales and EVC Sales, less only deductions for
taxes and revenue attributable to any interLATA services ("Quarterly  Revenue"),
as follows:



Quarterly Revenue    Direct Sales*  Referrals  Add-On Sales    EVC Sales**
-----------------    -------------  ---------  ------------    ------------

Less than $1.25 M        [*]%           [*]%        [*]%           [*]%
$1.25-1.8749 M           [*]%           [*]%        [*]%           [*]%
$1.875-2.49 M            [*]%           [*]%        [*]%           [*]%
Over 2.5 M               [*]%           [*]%        [*]%           [*]%




Notes:
------

*     These  amounts  are  payable  only  during the first year of each End User
Contract; for the remaining years of an End User Contract, the compensation will
be [*]%.

**    No compensation or reports shall be provided for EVC Sales.




                                     NOTICE
          Not for use or disclosure outside the Bell Atlantic Companies
                         except under written agreement

[*] Confidential Portions




                                       13
<PAGE>

                                                                      Schedule 3

                               EXCLUDED CUSTOMERS
                               ------------------

1199 Hospital Workers Union                  Home Depot
ABB                                          IXC Communications
Aetna Insurance                              Lehman Brothers
Albert Einstein Hospital                     Lockheed Martin
Ameren                                       Long Island University
American International Group                 Loral Space & Communications
AT&T                                         Maimonides Hospital
Automated Data Processing                    Manhattan Eye & Ear Hospital
Bellagio Hotel & Resort                      Marsh & McLennan
Beth Israel/Roosevelt/St. Luke's Hospital    Merrill Lynch
Blythdale Children's Hospital                Methodist Hospital
BMG Entertainment                            MONY
Brinks                                       Montefiore Hospital
Business Week                                Mt. Sinai Hospital
Caterpillar                                  NASD/NASDAQ
Citibank, NA                                 New Ame Zion Church
Columbia Presbyterian Hospital               New York Methodist Hospital
Community Church of Nazarene                 New York City Community School
                                               District #10
Consortium for Workers Education             New York State Nursing Association
Dale Carnegie                                NYU Medical Center
DOCS Clinics                                 Reliance National
Equitable                                    Rochester City School District
Evangelical Crusade                          Sony Music Entertainment
First Church of God                          Time, Inc.
General Reinsurance                          Travelers
Hackensack Hospital                          Zurich



                                     NOTICE
          Not for use or disclosure outside the Bell Atlantic Companies
                         except under written agreement.




                                       14
<PAGE>



                                                                      Schedule 4

                                       CPE
                                       ---

Any and all PictureTel,  Zydacron,  Intel, VTEL or FVC.COM (First Virtual) video
conferencing  systems that support H.320,  H.323,  IP or ATM MPEG2  protocols at
bandwidths ranging from 384 Kbps to 45 Mbps.



















                                     NOTICE
          Not for use or disclosure outside the Bell Atlantic Companies
                         except under written agreement.



                                       15